Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Health Net Inc), Agreement and Plan of Merger (Centene Corp)

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Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 1,200,000,000 shares of Parent Common Stock and 10,000,000 13,500,000 shares of preferred stock, no par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)

Parent Capitalization. (a) The As of the date of this Agreement, the authorized capital stock of Parent consists of 200,000,000 150,000,000 shares of Parent Common Stock and 10,000,000 15,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rockwood Holdings, Inc.), Agreement and Plan of Merger (Albemarle Corp)

Parent Capitalization. (a) As of October 31, 2013, the authorized capital of Parent consists of 100,000,000 shares of Parent Common Stock, of which 28,771,497 shares are issued and outstanding, and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists are as stated in Parent’s certificate of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)incorporation.

Appears in 2 contracts

Samples: Asset Purchase Agreement and Plan of Reorganization, Asset Purchase Agreement (Brightcove Inc)

Parent Capitalization. (a) As of October 29, 2018, the authorized capital of Parent consists of 100,000,000 shares of Parent Common Stock, of which 36,483,515 shares are issued and outstanding, and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists are as stated in Parent’s certificate of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)incorporation.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Brightcove Inc)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 500,000,000 shares of Parent Common Stock common stock and 10,000,000 shares of preferred stock, $0.001 par value $0.001 per share share. As of the close of business on the Business Day prior to the date hereof, there were (“Parent Preferred Stock,” i) 59,629,313 shares of common stock issued and together with the Parent Common Stock, the “Parent Capital Stock”)outstanding and no shares of preferred stock issued and outstanding and (ii) no shares of common stock or preferred stock are held in treasury.

Appears in 1 contract

Samples: Stock Purchase Agreement (LiveXLive Media, Inc.)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 1,000,000,000 shares of Parent Common Stock, of which 229,632,046 shares were issued and outstanding as of November 16, 2020 and 100,000,000 shares of preferred stock, of which none are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and 10,000,000 shares of preferred stockvalidly issued, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)are fully paid and non-assessable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (FireEye, Inc.)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 1,000,000,000 shares of Parent Common Stock, of which 205,069,595 shares were issued and outstanding as of May 21, 2019 and 100,000,000 shares of preferred stock, of which none are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and 10,000,000 shares of preferred stockvalidly issued, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)are fully paid and non-assessable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (FireEye, Inc.)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Key Energy Services Inc)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 100,000,000 shares of Parent Common Stock, par value $0.01 per share, and 2,000,000 shares of Parent Preferred Stock, par value $1.00 per share. As of June 18, 2004, the date of this Agreement, 11,847,280 shares of Parent Common Stock and 10,000,000 no shares of Parent preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)stock were outstanding.

Appears in 1 contract

Samples: Stock Purchase Agreement (Precis Inc)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 1,000,000,000 shares of Parent Common Stock, of which 120,834,637 shares have been issued and are outstanding as of the close of business on the day immediately preceding the date of this Agreement and 100,000,000 shares of preferred stock, of which none are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and 10,000,000 shares of preferred stockvalidly issued, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)are fully paid and non-assessable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (FireEye, Inc.)

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Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 shares of 3,000,000,000 Parent Common Stock Shares and 10,000,000 300,000,000 shares of preferred stock. As of 5:00 p.m., par value $0.001 per share (“Parent Preferred Stock,” and together with the Eastern Standard Time, on March 8, 2021, 85,364,578 Parent Common StockShares were issued and outstanding and no shares of preferred stock of Parent are issued and outstanding. All outstanding Parent Common Shares are validly issued, the “Parent Capital Stock”)fully paid, nonassessable and free of any preemptive rights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilton Grand Vacations Inc.)

Parent Capitalization. As of August 29, 2007, (ai) The authorized the capital stock of Parent consists of 200,000,000 0 issued shares of Parent Common Stock and 10,000,000 the 50,000,000 authorized shares of the preferred stock, $0.0001 par value value, and 28,872,014 issued shares of the 250,000,000 authorized shares of the common stock, $0.001 per share (“Parent Preferred Stock,” and together with 0.0001 par value. As of the Closing, the Parent Common StockShares shall be duly authorized, the “Parent Capital Stock”)validly issued, fully paid, and non-assessable.

Appears in 1 contract

Samples: Stock Purchase Agreement (NationsHealth, Inc.)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 1,000,000,000 shares of Parent Common Stock, of which 160,563,939 shares were issued and outstanding as of October 30, 2015 and 100,000,000 shares of preferred stock, of which none are issued and outstanding as of the close of business on the day immediately preceding the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and 10,000,000 shares of preferred stockvalidly issued, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)are fully paid and non-assessable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FireEye, Inc.)

Parent Capitalization. (a) The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” of which no shares are issued or outstanding; and together with the 75,000,000 shares of Parent Common Stock, the “Parent Capital Stock”)of which (a) as of November 30, 2009, 45,866,110 shares were issued and outstanding and (b) as of December 11, 2009, approximately 12,600,000 shares were reserved for issuance pursuant to Parent’s stock option and stock purchase plans.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Actividentity Corp)

Parent Capitalization. (a) a)As of September 18, 2014, the authorized capital of Parent consists of 250,000,000 shares of Parent Common Stock, of which 107,615,211 shares are issued and outstanding; and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists are as stated in Parent’s certificate of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)incorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millennial Media Inc.)

Parent Capitalization. (a) As of August 9, 2013, the authorized capital of Parent consists of 250,000,000 shares of Parent Common Stock, of which 81,385,302 shares are issued and outstanding; and 5,000,000 shares of Parent preferred stock, none of which are issued and outstanding. The authorized rights, preferences, privileges and restrictions of the capital stock of Parent consists are as stated in Parent's certificate of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and together with the Parent Common Stock, the “Parent Capital Stock”)incorporation.

Appears in 1 contract

Samples: Escrow Agreement (Millennial Media Inc.)

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